UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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Lamar Advertising Company
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(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
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Form, Schedule or Registration Statement No.:
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Date Filed:
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LAMAR ADVERTISING COMPANY
5321 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
NOTICE
OF 2014 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 2014
To our Stockholders:
The 2014 Annual Meeting
of Stockholders of Lamar Advertising Company, a Delaware corporation (the Company), will be held at the offices of Lamar Advertising Company, 5321 Corporate Boulevard, Baton Rouge, Louisiana, at 9:00 a.m. Central Daylight Time on
Wednesday, May 21, 2014, for the following purposes:
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1.
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To elect seven directors, each for a one-year term.
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To approve, on an advisory and non-binding basis, the compensation paid to the Companys named executive officers.
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To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2014 fiscal year.
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To transact any other business as may properly come before the meeting.
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Only stockholders of
record at the close of business on March 24, 2014, will be entitled to vote at the meeting.
It is important that your shares be
represented at the meeting. Therefore, whether or not you plan to attend the meeting, please complete your proxy and return it in the enclosed envelope, which requires no postage if mailed in the United States. If you attend the meeting and wish to
vote in person, your proxy will not be used.
By order of the Board of Directors,
James R. McIlwain
Secretary
Baton
Rouge, Louisiana
April 25, 2014
PROXY STATEMENT
TABLE OF CONTENTS
i
LAMAR ADVERTISING COMPANY
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 2014
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Lamar Advertising Company for
use at the Annual Meeting of Stockholders to be held at the offices of Lamar Advertising Company, 5321 Corporate Boulevard, Baton Rouge, Louisiana, at 9:00 a.m. Central Daylight Time on Wednesday, May 21, 2014, and at any adjournments of the
Annual Meeting.
We are mailing this proxy statement, along with the accompanying proxy card and our annual report to stockholders for the
fiscal year ended December 31, 2013, to our stockholders on or about April 25, 2014. Our annual report to stockholders includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the
Securities and Exchange Commission (the SEC) on February 27, 2014, except for certain exhibits.
Important Notice
Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on May 21, 2014
The proxy statement and annual report to security holders are available at
www.proxydocs.com/lamr
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Record Date, Voting Rights and Outstanding Shares
The Board of Directors has fixed March 24, 2014, as the record date for determining the holders of our capital stock who are entitled to
vote at the Annual Meeting.
We have two classes of common stock and one class of preferred stock issued and outstanding: Class A
Common Stock, $.001 par value per share, Class B Common Stock, $.001 par value per share, and Series AA Preferred Stock, $.001 par value per share. We refer to our Class A Common Stock and our Class B Common Stock collectively as
our common stock.
With respect to the matters submitted for vote at the Annual Meeting, each share of Class A Common Stock is
entitled to one vote, each share of Class B Common Stock is entitled to ten votes, and each share of Series AA Preferred Stock is entitled to one vote.
Our Class A Common Stock, Class B Common Stock and Series AA Preferred Stock will vote as a single class on the matters
submitted at the Annual Meeting. On March 24, 2014, there were outstanding and entitled to vote 80,461,870 shares of Class A Common Stock, 14,610,365 shares of Class B Common Stock, and 5,719.49 shares of Series AA Preferred Stock.
The presence at the Annual Meeting, in person or by proxy, of the holders of one-third of the votes represented by the Class A Common
Stock, the Class B Common Stock, and the Series AA Preferred Stock issued and outstanding at the close of business on March 24, 2014, will constitute a quorum for the transaction of business. If you are a beneficial owner whose shares
are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is
called a broker non-vote. We will count broker non-votes, votes withheld, and abstentions as being present at the Annual Meeting for purposes of determining whether a quorum exists.
1
Stockholders who do not attend the Annual Meeting in person may submit proxy cards by mail. Proxy
cards in the enclosed form, if received in time for voting and not revoked, will be voted at the Annual Meeting according to the instructions on the proxy cards. If no instructions are indicated, the shares represented by the proxy will be voted:
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FOR
the election of the Director nominees named herein;
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FOR
the approval, on an advisory and non-binding basis, of the compensation paid to the Companys named executive officers;
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FOR
the ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2014 fiscal year; and
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In accordance with the judgment of the proxy holders as to any other matter that may be properly brought before the Annual Meeting or any adjournments of the Annual Meeting.
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Shares counted as present at the Annual Meeting that abstain from voting on a particular matter or that are represented by a broker non-vote
as to a particular matter will not be considered as votes cast on that matter. Accordingly, abstentions and broker non-votes will not affect the outcome of any matter to be voted on at the Annual Meeting that requires the affirmative vote of a
certain percentage or a plurality of the votes cast on a matter to approve it.
Voting of Proxies
You may vote by mail or in person at the Annual Meeting. To vote by mail, please sign, date, and complete the enclosed proxy card and return it
in the enclosed self-addressed envelope. If you hold your shares through a bank, broker or other nominee, it will give you separate instructions for voting your shares.
Revocability of Proxies
Any stockholder
giving a proxy has the power to revoke it at any time before it is exercised. You may revoke the proxy by filing an instrument of revocation or a duly executed proxy bearing a later date with our Secretary at our principal executive offices, 5321
Corporate Boulevard, Baton Rouge, Louisiana 70808. You may also revoke your proxy by attending the Annual Meeting and voting in person. If you do not revoke your proxy, we will vote the proxy at the Annual Meeting in accordance with the instructions
indicated on your proxy card.
Householding of Annual Meeting Materials
Some banks, brokers, and other nominee record holders may be householding our proxy statements and annual reports. This means that
only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon request. Requests may be made by phone at
(225) 926-1000
or in writing to our principal executive offices at 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808, Attention: Secretary. If you want to receive separate copies of the proxy statement or
annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above
address and telephone number.
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SHARE OWNERSHIP
Common Stock
The following table sets
forth certain information known to us as of April 1, 2014, with respect to the shares of our Class A Common Stock and Class B Common Stock that are beneficially owned as of that date by: (i) each of our directors and each of our
nominees for director; (ii) each of our executive officers named in the 2013 Summary Compensation Table contained in this proxy statement; (iii) all of our directors and executive officers as a group; and (iv) each person known by us
to beneficially own more than 5% of our Class A Common Stock or Class B Common Stock. Our Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis. Except as otherwise indicated, we believe each
beneficial owner named below has sole voting and sole investment power with respect to all shares beneficially owned by that holder. Percentage calculations of beneficial ownership are based on 80,529,512 shares of Class A Common Stock and
14,610,365 shares of Class B Common Stock outstanding on April 1, 2014.
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Beneficial Owner
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Title of Class
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No. of Shares
Owned
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Percent of
Class
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Directors, Nominees for Director and Executive Officers
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Kevin P. Reilly, Jr.
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Class A
Class B
(2)
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395,527
10,984,776
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(1)
(3)
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*
75.18
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%
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Sean E. Reilly
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Class A
Class B
(2)
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191,236
10,557,835
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(5)
(3)(6)
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*
72.16
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%
(7)
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Anna Reilly
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Class A
Class B
(2)
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145,221
10,190,280
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(8)
(3)(9)
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*
69.75
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%
(10)
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Wendell Reilly
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Class A
Class B
(2)
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20,231
9,500,000
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(11)
(3)(12)
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*
65.02
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%
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Keith A. Istre
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Class A
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193,363
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(14)
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*
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Stephen P. Mumblow
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Class A
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36,776
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(15)
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John Maxwell Hamilton
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Class A
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35,284
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(16)
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Thomas V. Reifenheiser
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Class A
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37,754
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(17)
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John E. Koerner, III
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Class A
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22,518
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(18)
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*
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All Current Directors and Executive Officers as a Group (9 Persons)
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Class A & B
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15,688,275
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(19)
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16.39
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%
(20)
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Five Percent Stockholders
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The Reilly Family Limited Partnership
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Class B
(2)
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9,000,000
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61.60
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%
(21)
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Corvex Management LP
712 Fifth Avenue
23rd Floor
New York, NY 10019
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Class A
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5,201,465
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(22)
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6.46
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%
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The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
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Class A
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4,603,470
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(23)
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5.72
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%
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Luxor Capital Group, LP
1114 Avenue of the Americas
29th Floor
New York, NY 10036
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Class A
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4,073,817
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(24)
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5.06
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3
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Beneficial Owner
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Title of Class
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No. of Shares
Owned
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Percent of
Class
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Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
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Class A
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4,533,324
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(25)
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5.63
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BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
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Class A
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4,304,964
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(26)
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5.35
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%
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S.A.C. Capital Advisors L.P.
72 Cummings Point Road,
Stamford, CT 06902
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Class A
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4,192,758
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(27)
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5.21
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%
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(1)
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Includes 222,222 shares subject to stock options exercisable within 60 days of April 1, 2014.
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(2)
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Upon the sale of any shares of Class B Common Stock to a person other than to a Permitted Transferee, such shares will automatically convert into shares of Class A Common Stock. Permitted Transferees include
(i) a descendant of Kevin P. Reilly, Sr.; (ii) a spouse or surviving spouse (even if remarried) of any individual named or described in (i) above; (iii) any estate, trust, guardianship, custodianship, curatorship or other
fiduciary arrangement for the primary benefit of any one or more of the individuals named or described in (i) and (ii) above; and (iv) any corporation, partnership, limited liability company or other business organization controlled
by and substantially all of the interests in which are owned, directly or indirectly, by any one or more of the individuals and entities named or described in (i), (ii), and (iii) above. Except for voting rights, the Class A Common Stock
and Class B Common Stock are substantially identical. The holders of Class A Common Stock and Class B Common Stock vote together as a single class (except as may otherwise be required by Delaware law), with the holders of Class A Common
Stock entitled to one vote per share and the holders of Class B Common Stock entitled to ten votes per share on all matters on which the holders of common stock are entitled to vote.
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(3)
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Includes 9,000,000 shares held by the Reilly Family Limited Partnership (the RFLP), of which Kevin P. Reilly, Jr. is the managing general partner. Kevin P. Reilly, Jr.s three siblings, Anna Reilly (a
nominee for director), Sean E. Reilly (our Chief Executive Officer) and Wendell Reilly (a nominee for director) are the other general partners of the RFLP. The managing general partner has sole voting power over the shares held by the RFLP but
dispositions of the shares require the approval of 50% of the general partnership interests of the RFLP. Anna Reilly, Sean E. Reilly, and Wendell Reilly disclaim beneficial ownership in the shares held by the RFLP, except to the extent of their
pecuniary interest therein.
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Represents 11.55% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
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(5)
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Includes 156,444 shares subject to stock options exercisable within 60 days of April 1, 2014.
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(6)
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Includes 757,375 shares held by Jennifer and Sean Reilly, LLC.
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(7)
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Represents 11.10% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
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(8)
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Includes 131,221 shares owned jointly by Anna Reilly and her spouse and 14,000 shares subject to stock options exercisable within 60 days of April 1, 2014. Ms. Reilly currently has 125,000 shares held in a
brokerage margin account. There are currently no outstanding margin loans in this account.
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(9)
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Includes 1,190,280 shares owned jointly by Ms. Reilly and her spouse.
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(10)
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Represents 10.71% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
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(11)
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Includes 5,000 shares held by his spouse, 10 shares attributable to his spouse as general partner of Lamar Legacy, L.P., 908 shares pledged as collateral for a loan and 14,000 shares subject to stock options exercisable
within 60 days of April 1, 2014.
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(12)
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Includes 500,000 shares pledged as collateral for a loan.
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Represents 9.99% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
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(14)
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Includes 102,396 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2014.
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(15)
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Includes 9,500 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2014, and 26,701 shares held in a brokerage margin account. The margin balance outstanding, if any,
pursuant to such account may vary from time to time.
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(16)
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Includes 22,000 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2014.
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(17)
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Includes 17,200 shares of Class A Common Stock subject to stock options exercisable within 60 days of April 1, 2014.
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(18)
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Includes 14,000 shares subject to stock options exercisable within 60 days of April 1, 2014.
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(19)
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See Notes 1, 3, 5, 6, 8, 9, 11, 12 and 14-18.
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(20)
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Assumes the conversion of all shares of Class B Common Stock into shares of Class A Common Stock.
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(21)
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Represents 9.46% of the Class A Common Stock if all shares of Class B Common Stock are converted into Class A Common Stock.
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(22)
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As reported in the Schedule 13G filed with the SEC for the year ended December 31, 2013, Corvex Management LP (Corvex) has sole voting and dispositive power with respect to 5,201,465 shares (including
shares underlying call options) held for the accounts of certain private investment funds for which Corvex acts as investment advisor. Keith Meister, in his capacity as the control person of the general partner of Corvex, is the natural person who
exercises sole voting and dispositive power over Lamar Advertisings securities held by Corvex. The address of Mr. Meister is 712 Fifth Avenue, 23rd Floor, New York, New York 10019.
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(23)
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As reported in the Schedule 13G filed with the SEC for the year ended December 31, 2013, The Vanguard Group (Vanguard) has sole voting power with respect to 44,599 shares, sole dispositive power with
respect to 4,565,071 shares and shared dispositive power with respect to 38,399. Includes 38,399 shares beneficially owned by Vanguards wholly-owned subsidiary Vanguard Fiduciary Trust Company (VFTC) as a result of VFTCs
serving as investment manager of collective trust accounts and 6,200 shares beneficially owned by Vanguards wholly-owned subsidiary Vanguard Investments Australia, Ltd. (VIA) as a result of VIAs serving as investment manager
of Australian investment offerings.
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(24)
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As reported in the Schedule 13G filed with the SEC on March 20, 2014, Luxor Capital Partners, LP (Luxor Onshore) has shared voting
and dispositive power with respect to 1,384,283 shares, Luxor Wavefront, LP (Luxor Wavefront) has shared voting and dispositive power with respect to 400,973 shares, Luxor Capital Partners Offshore Master Fund, LP (Offshore
Master) and Luxor Capital Partners Offshore, Ltd. (Luxor Offshore Feeder) each have shared voting and dispositive power with respect to 1,985,068 shares, Luxor Spectrum Offshore Master Fund, LP (Luxor Spectrum Offshore
Master) and Luxor Spectrum Offshore, Ltd. (Luxor Spectrum Offshore Feeder) each have shared voting and dispositive power with respect to 143,065 shares, LCG Holdings, LLC (LCG Holdings) has shared voting and dispositive
power with respect to 3,913,389 shares, Luxor Capital Group, LP (Luxor Capital), Luxor Management, LLC (Luxor Management) and Christian Leone each have shared voting and dispositive power with respect to 4,073,817 shares. As
indicated in the Schedule 13G, (i) shares reported for Luxor Onshore, Luxor Wavefront, Luxor Offshore Master and Luxor Spectrum Offshore Master represent shares individually beneficially owned by each such entity; (ii) shares reported for
Luxor Offshore Feeder, as the owner of a controlling interest in Luxor Offshore Master, represent shares beneficially owned by Luxor Offshore Master; (iii) shares reported for Luxor Spectrum Offshore Feeder, as the owner of a controlling
interest in Luxor Spectrum Offshore Master, represent shares beneficially owned by Luxor Spectrum Offshore Master; (iv) shares reported for LCG Holdings represent the above-referenced shares beneficially owned by Luxor Onshore, Luxor Wavefront,
Luxor Offshore Master and Luxor Spectrum Offshore Master for which LCG Holdings serves as general partner; (v) shares reported for Luxor Capital and Luxor Management represent the above-referenced shares beneficially owned by Luxor Onshore,
Luxor Wavefront, Luxor Offshore Master, Luxor Offshore Feeder, Luxor Spectrum Offshore Master and Luxor Spectrum Offshore Feeder for which Luxor Capital serves as investment manager and 160,428 shares beneficially owned by accounts separately
managed by Luxor Capital; (vi) Luxor Management is the general partner of Luxor Capital; (vii) shares reported for Mr. Leone represent the above-referenced shares reported for Luxor Management and LCG Holdings; and (viii) Mr.
Leone is the managing member of Luxor Management and LCG Holdings. Mr. Leone is the natural person who exercises shared voting and dispositive powers over Lamar Advertisings securities held by himself, for Luxor Onshore, Luxor Wavefront,
Luxor Offshore Master, Luxor Offshore Feeder, Luxor Spectrum Offshore Master, Luxor Spectrum Offshore Feeder, LCG Holdings, Luxor Capital and Luxor Management. The address of each of Luxor Onshore, Luxor Wavefront, Luxor Capital, Luxor Management,
LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, NY 10036. The address of each of Luxor Offshore Master, Luxor Offshore Feeder, Luxor Spectrum Offshore Master and Luxor
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Spectrum Offshore Feeder is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands.
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(25)
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As reported in the Schedule 13G filed with the SEC on February 19, 2014, Bank of America Corporation reported on behalf of itself and its wholly owned subsidiaries Bank of America N.A., Merrill Lynch Professional
Clearing Corporation, and Merrill Lynch Pierce Fenner & Smith, Inc. that it has shared voting and dispositive power with respect to 4,532,474 shares.
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(26)
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As reported in the Schedule 13G filed with the SEC for the year ended December 31, 2013, BlackRock, Inc. has sole voting power with respect to 3,765,654 shares and sole dispositive power with respect to 4,304,964
shares.
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(27)
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As reported in the Schedule 13G filed with the SEC on June 6, 2013, Steven A. Cohen has shared voting and dispositive power with respect to 4,192,758 shares, including (i) 3,567,758 shares beneficially owned
by S.A.C. Capital Associates, LLC (SAC Capital Associates) and S.A.C. MultiQuant Fund, L.P. (SAC MultiQuant Fund) for which S.A.C. Capital Advisors, L.P. (SAC Capital Advisors LP) maintains shared voting and
dispositive control pursuant to an investment management agreement, (ii) 3,567,758 shares for which S.A.C. Capital Advisors, Inc. (SAC Capital Advisors Inc.), the general partner of SAC Capital Advisors LP, maintains shared voting
and dispositive control with respect to shares beneficially owned by SAC Capital Advisors LP, SAC Capital Associates and SAC MultiQuant Fund, and (iii) 625,000 shares beneficially owned by CR Intrinsic Investments, LLC (CR Intrinsic
Investments), a wholly-owned subsidiary of SAC Capital Associates, for which CR Intrinsic Investors, LLC (CR Intrinsic Investors) maintains shared voting and dispositive control. Mr. Cohen is the controlling person of each of
SAC Capital Advisors Inc. and CR Intrinsic Investors.
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Preferred Stock
The Company also has outstanding 5,719.49 shares of Series AA Preferred Stock. Holders of Series AA Preferred Stock are entitled to one vote
per share. The Series AA Preferred Stock is held as follows: 3,134.8 shares (54.8%) by the RFLP, of which Kevin P. Reilly, Jr. is the managing general partner and Anna Reilly, Sean E. Reilly, and Wendell Reilly are the general partners; 1,500
shares (26.2%) by Charles W. Lamar III; and 1,084.69 shares (19.0%) by Mary Lee Lamar Dixon. The aggregate outstanding Series AA Preferred Stock represents less than 1% of the capital stock of the Company.
6
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Our directors, our executive officers and anyone owning beneficially more than ten percent of our registered equity securities are required
under Section 16(a) of the Securities Exchange Act of 1934 to file with the SEC reports of their ownership and changes to their ownership of our securities. They must also furnish copies of the reports to us. Based solely on our review of the
reports furnished to us and any written representations we received that no other reports were required, we believe that, during the fiscal year ended December 31, 2013, our officers, directors and ten-percent stockholders complied with all
Section 16(a) filing requirements applicable to them.
EXECUTIVE OFFICERS OF THE REGISTRANT
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Name
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Age
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Title
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Kevin P. Reilly, Jr.
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59
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Chairman of the Board and President
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Sean E. Reilly
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52
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Chief Executive Officer
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Keith A. Istre
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61
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Chief Financial Officer and Treasurer
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Each officers term of office extends until the meeting of the Board of Directors following the next
annual meeting of stockholders and until a successor is elected and qualified or until his earlier resignation or removal.
Kevin P.
Reilly, Jr. has served as our President since February 1989 and as one of our directors since February 1984. Mr. Reilly also served as our Chief Executive Officer from February 1989 until February 2011. Prior to becoming President and Chief
Executive Officer, Mr. Reilly served as the President of our Outdoor Division from 1984 to 1989. Mr. Reilly, our employee since 1978, has also served as General Manager of our Baton Rouge Region and Vice President and General Manager of
the Louisiana Region. Mr. Reilly received a B.A. from Harvard University in 1977.
Sean E. Reilly has served as our Chief Executive
Officer since February 2011. Prior to becoming Chief Executive Officer, Mr. Reilly had been Chief Operating Officer and President of the Companys Outdoor Division, a position that he had held since November 2001. He began working with the
Company as Vice President of Mergers and Acquisitions in 1987 and served in that capacity until 1994. He also served as a director of the Company from 1989 to 1996 and from 1999 until 2003. Mr. Reilly was the Chief Executive Officer of Wireless
One, Inc., a wireless cable television company, from 1994 to 1997, after which he rejoined the Company. Mr. Reilly received a B.A. from Harvard University in 1984 and a J.D. from Harvard Law School in 1989.
Keith A. Istre has been Chief Financial Officer of the Company since February 1989. Mr. Istre joined the Company as Controller in 1978
and became Treasurer in 1985. Prior to joining the Company, Mr. Istre was employed by a public accounting firm in Baton Rouge from 1975 to 1978. Mr. Istre graduated from the University of Southwestern Louisiana in 1974 with a degree in
Accounting.
7
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors at seven for the coming year. The Board of Directors, upon recommendation from the
Nominating and Governance Committee, has nominated the individuals listed below for election as directors at the Annual Meeting of Stockholders to be held on May 21, 2014, to serve until the next Annual Meeting of Stockholders and until their
successors are elected and qualified. Each nominee has consented to being named a nominee in this proxy statement and to serve, if elected, as a director. If any nominee is unable to serve, proxies will be voted for such other candidates as may be
nominated by the Board of Directors.
Required Vote
Directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on this proposal at the meeting. Abstentions,
broker non-votes, and votes withheld will not be treated as votes cast for this purpose and will not affect the outcome of the election.
The Board of Directors recommends that you vote FOR the election
of each of the nominees listed below.
Nominees for Director
The following
table contains certain information about the nominees for director as of April 1, 2014, including their business experience, qualifications and other directorships. All of the directors present terms expire in 2014.
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Name and Age
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Business Experience During Past Five Years,
Other
Directorships and Qualifications
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Director
Since
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Kevin P. Reilly, Jr.
Age: 59
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Kevin P. Reilly, Jr. has served as our President since February 1989 and as one of our directors since February 1984. Mr. Reilly also served
as our Chief Executive Officer from February 1989 until February 2011. Prior to becoming President and Chief Executive Officer, Mr. Reilly served as the President of our Outdoor Division from 1984 to 1989. Mr. Reilly, our employee since 1978,
has also served as General Manager of our Baton Rouge Region and Vice President and General Manager of the Louisiana Region.
Kevin P. Reilly, Jr., with over 30 years of experience at Lamar and 25 years as our President, has unparalleled knowledge of our business and operating
history. As our President, Mr. Reilly is directly involved with the management of the company on a daily basis and has front-line exposure to the challenges that we face and opportunities that we are presented. He is also the managing general
partner of our controlling stockholder, the Reilly Family Limited Partnership. The RFLP and members of the Reilly family are permitted holders of our Class B Common Stock, which was put in place in connection with our initial public offering in
1996 to provide for continuity of control over the company and entitles its holders to ten votes per share. Board representation by members of the Reilly family, which has ties to the Lamar family dating back to 1958, also serves to preserve the
principles that Lamar was founded upon.
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1984
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8
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Name and Age
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Business Experience During Past Five Years,
Other
Directorships and Qualifications
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Director
Since
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Anna Reilly
Age: 50
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Anna Reilly serves on the Board of Directors of the Bethesda Center for the Homeless, the Asset Development Committee of the Winston Salem
Foundation, as well as on the Board of Visitors for Duke Universitys Sanford School of Public Policy. From 1995 until 2000, Ms. Reilly owned and operated Lulas Cafe, a restaurant in South Bend, Indiana, and she served on the Board of
Directors of St. Joseph Capital Bank, a public company that is now part of Old Nations Bank, from 2001 to 2006. While in Indiana she also served as a trustee of the Stanley Clark School and as a Director of the Community Foundation of St. Joseph
County. Prior to living and raising her family in Indiana, Ms. Reilly worked for the Corporation for National Service and the Ashoka Foundation in Washington, D.C.
Anna Reilly is a general partner of our controlling stockholder, the RFLP, and brings knowledge of our business and operations to the Board. The RFLP and
members of the Reilly family are permitted holders of our Class B Common Stock, which was put in place in connection with our initial public offering in 1996 to provide for continuity of control over the company and entitles its holders to ten votes
per share. In addition, board representation by members of the Reilly family, which has ties to the Lamar family dating back to 1958, also serves to preserve the principles that Lamar was founded upon. Ms. Reillys background and continued
commitment to civic service also provide us with a valuable perspective into local issues, which is important to us due to our focus on local advertising.
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2001
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Wendell Reilly
Age: 56
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Wendell Reilly has been the Managing Partner of Grapevine Partners LLC since 2000, and in 2009, he joined Peachtree Equity Partners II as a
General Partner. Mr. Reilly currently serves as Chairman of Berman Capital Advisors and on the board of Brown and Brown, Inc. and on the investment committee of the Community Foundation for Greater Atlanta. He also serves as a Trustee of Emory
University and The Carter Center in Atlanta. He previously served as the Companys Chief Financial Officer from 1985 to 1989 and director from 1999 to 2001. Mr. Reilly also served as CFO of Haas Publishing Companies from 1989 to 1994, CEO of
Grapevine Communications, a group of 7 network-affiliated TV stations, from 1996 to 2000 and CEO of SignPost Networks from 2003 to 2010.
Wendell Reilly, with over 25 years of private equity, entrepreneurial and executive management experience in media and communications, has extensive expertise
of our industry from both inside and outside Lamar. He also brings valuable insight into the issues facing our management through his experience as a founder and principal in other media companies. Mr. Reilly is also a general partner of our
controlling stockholder, the Reilly Family Limited Partnership. The RFLP and members of the Reilly family are permitted holders of our Class B Common Stock, which was put in place in connection with our initial public offering in 1996 to provide
continuity of control over the company and entitles its holders to ten votes per share. In addition, board representation by members of the Reilly family, which has ties to the Lamar family dating back to 1958, also serves to preserve the principles
that Lamar was founded upon.
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2005
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9
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Name and Age
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Business Experience During Past Five Years,
Other
Directorships and Qualifications
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Director
Since
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Stephen P. Mumblow
Age: 58
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Stephen P. Mumblow is the President and Owner of Manhan Media, Inc., Deerfield Media, Inc. and of the Deerfield Media group of companies,
which own and operate television stations in eight mid-size U.S. television markets. Until January 2002, Mr. Mumblow was the President and a Director of Communications Corporation of America, a television and radio broadcasting company, having
joined that company in 1998. Mr. Mumblow was a Managing Director of Chase Securities, Inc., an investment banking firm, from March 1988 to August 1998. Prior to that, he was a Vice President of Michigan Energy Resources Company, an intrastate
natural gas utility company and cable television and broadcasting concern, and Citibank, N.A., a commercial bank. Mr. Mumblow served on the Board of the Journal Register Company from December 2004 to May 2008.
Mr. Mumblow brings to the Board experience in advertising and marketing trends based
upon his ownership of Manhan Media and Deerfield Media. He also has extensive banking expertise, including with respect to the financing of a wide range of media enterprises and merger and acquisition activity within the media industry. He has also
gained valuable expertise both operating and serving on the boards of businesses in the television, radio and newspaper industries, experience which provides him with insight into the Companys competitive and strategic landscape. His financial
acumen and experience, including qualification as an Audit Committee Financial Expert, provides our Board with valuable skills and a strong background in financial reporting and balance sheet management.
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1999
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John Maxwell Hamilton
Age: 67
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John Maxwell Hamilton is the Hopkins P. Breazeale Foundation Professor of Journalism at the Manship School of Mass Communications of
Louisiana State University. He served as Executive Vice-Chancellor & Provost of Louisiana State University from 2010 until July 2012 and Dean of the Manship School of Mass Communications of Louisiana State University from 1994 to 2010 and
director of the school from 1992 to 1994. In addition to working in the United States and abroad as a journalist, Mr. Hamilton served on the staff of the World Bank, the United States House of Representatives Subcommittee on Economic Policy and
Trade, and the United States Agency for International Development.
With over twenty
years of professional service as a leader of one of the largest university communications programs in the country, Mr. Hamilton provides knowledge, leadership and a unique perspective on our industry that is vital to our Board of Directors. The
communications department that Mr. Hamilton headed has been a leader in thinking about the future of mass media, which is important to us because of our focus on the future of advertising.
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2000
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10
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Name and Age
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Business Experience During Past Five Years,
Other
Directorships and Qualifications
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Director
Since
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Thomas V. Reifenheiser
Age: 78
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Thomas V. Reifenheiser was a Managing Director and Group Executive for the Global Media and Telecom Group of Chase Securities Inc., an
investment banking firm, from 1995 to 2000. He joined Chase in 1963 and was the Global Media and Telecom Group Executive since 1977. He is a member of the Board of Directors of Cablevision Systems Corporation, and he has served as a director of
Mediacom Communications Corporation, F+W Publications Inc. and Citadel Broadcasting Corporation.
Mr. Reifenheiser possesses expertise in the finance and banking sector with a specialization in the media industry. His extensive experience serving on
corporate boards makes him an invaluable resource on matters of corporate governance, executive compensation, effective board oversight and strategic planning. Mr. Reifenheisers vast experience in the broadcasting and publishing industries
provides strategic perspective and insight into our industry. His service on our Board also provides us with additional financial expertise.
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2000
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John E. Koerner, III
Age: 71
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John E. Koerner, III has been the managing member of Koerner Capital, LLC, a private investment company, or the President of its predecessor,
Koerner Capital Corporation, since 1995. From 1976 to 1995, Mr. Koerner was President and co-owner of Barqs, Inc. and its subsidiary, The Delaware Punch Company. Mr. Koerner is a member of a number of civic boards including The Nature
Conservancy of Louisiana and the World War II Museum. He served as Chairman of the New Orleans Regional Chamber of Commerce for 1995, was a past Co-Chairman of Metrovision, and was the 20022003 Chairman of the New Orleans Business Council. He
serves on a number of business boards including Legg Mason, Inc., IBERIABANK Corporation, Geocent, LLC and Selltis, LLC.
Mr. Koerner has extensive experience in corporate finance, the management of capital intensive organizations, and capital markets. Through his service on other
boards, Mr. Koerner also has experience with a broad range of corporate governance matters. Mr. Koerners background and civic board service also provide us with a valuable link to our community, which is important to us because of our focus on
local advertising.
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2007
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Family Relationships
Kevin P. Reilly, Jr., our Chairman of the Board and President, Sean E. Reilly, our Chief Executive Officer, and our directors Anna Reilly and
Wendell Reilly are siblings. Kevin P. Reilly, Jr., Anna Reilly and Wendell Reilly are also nominees for director at the Annual Meeting.
11
BOARD OF DIRECTORS AND COMMITTEES
During the year ended December 31, 2013, our Board of Directors held four meetings. Each of our directors attended at least 75% of the
aggregate of the total number of meetings of our Board and the total number of meetings of our Boards committee meetings for the committee(s) on which that director served. The Board has standing Audit, Compensation and Nominating and
Governance Committees. During the year ended December 31, 2013, the Audit Committee held six meetings, the Compensation Committee held five meetings, and the Nominating and Governance Committee held two meetings. We encourage, but do not
require, our Board members to attend the Annual Meeting of Stockholders. Last year, all of our directors attended the Annual Meeting of Stockholders.
Leadership Structure.
Kevin P. Reilly, Jr. currently serves as our Chairman of the Board, and Sean E. Reilly serves as our Chief
Executive Officer. The Board does not have a policy regarding the separation of the roles of Chairman of the Board and Chief Executive Officer, as the Board believes it is in our best interests to make this determination based on an assessment of
the current condition of our Company and composition of the Board. The Board has determined that having a member of senior management serve as Chairman of the Board is in the best interests of our stockholders at this time. This structure makes the
best use of managements extensive knowledge of the Company and our industry, as well as fostering greater communication between management and the Board.
Director Independence.
The Board has determined that Messrs. Hamilton, Koerner, Mumblow and Reifenheiser are independent
directors as defined in the Nasdaq Stock Market listing standards, based on information known to the Company and on the annual questionnaire completed by each director.
Meetings in Executive Session.
Our independent directors have regularly scheduled meetings at which only independent directors
are present. During 2013, the independent directors met in executive session on two occasions.
Risk
Oversight
. As part of its charter, the Board is responsible for monitoring the risks that affect the Company, including operational, legal, regulatory, strategic and reputational risks. As part of routine Board meetings, management presents
the Board with updates regarding key facets of the Companys operations. The Board is responsible for assessing risks based on their working knowledge of the Company and the risks inherent in its business. As discussed below, the Audit
Committee is responsible for monitoring the Companys financial risk.
Audit Committee
. The Audit
Committee currently consists of Stephen P. Mumblow (Chair), Thomas V. Reifenheiser and John E. Koerner, III. Our Board of Directors has determined that each member of the Audit Committee satisfies the independence and financial literacy requirements
as defined by applicable Nasdaq Stock Market listing standards governing the qualifications of Audit Committee members. Stephen P. Mumblow qualifies as an audit committee financial expert under the rules of the SEC and satisfies the
financial sophistication requirements under applicable Nasdaq Stock Market listing qualifications. The Audit Committee assists our Board of Directors in fulfilling its responsibility for general oversight over the integrity of our financial
statements, including compliance with legal and regulatory requirements, the independent registered public accounting firms qualifications and independence, and the performance of our internal audit function. The Audit Committee is also
responsible for the appointment (and when appropriate, replacement) and oversight of our independent registered public accounting firm and our internal auditor. The Audit Committee operates under a written charter adopted by the Board of Directors.
The Audit Committee has been delegated by the Board the responsibility of monitoring the Companys financial risks. Any material financial risks identified by the Audit Committee are reported to the full Board.
12
Compensation Committee.
The Compensation Committee currently consists of Thomas V.
Reifenheiser (Chair), John Maxwell Hamilton and Stephen P. Mumblow, all of whom our Board has determined are independent directors under the listing standards of the Nasdaq Stock Market governing the independence of directors. The Committees
responsibilities include evaluating the performance of the Chief Executive Officer and our other executive officers and reviewing and determining such officers cash and equity-based compensation and benefits. The Compensation Committee
operates under a written charter adopted by the Board of Directors. For additional information regarding the Compensation Committees role in setting compensation, delegation of their authority and our use of compensation consultants, please
see the Compensation Discussion and Analysis section of this proxy statement, which begins on page 16.
Nominating
and Governance Committee.
The Nominating and Governance Committee currently consists of John E. Koerner, III (Chair), Thomas V. Reifenheiser, John Maxwell Hamilton and Stephen P. Mumblow, all of whom our Board has determined are independent
directors under the listing standards of the Nasdaq Stock Market governing the independence of directors. The Committees responsibilities include identifying individuals qualified to become Board members and recommending to the Board the
director nominees for the next Annual Meeting of Stockholders, as well as candidates to fill vacancies on the Board. Additionally, the Committee recommends to the Board the directors to be appointed to Board committees. The Committee also developed
and recommended to the Board a set of corporate governance guidelines and oversees the effectiveness of our corporate governance in accordance with those guidelines. The Nominating and Governance Committee operates under a written charter adopted by
the Board of Directors.
The process followed by the Nominating and Governance Committee to identify and evaluate director
candidates includes requesting Board members and others to submit recommendations, evaluating biographical information and background materials relating to potential candidates, and interviewing (with Board members) selected candidates.
In considering whether to recommend any candidate for inclusion in the Boards slate of director nominees, the Nominating and Governance
Committee will evaluate the candidate against the standards and qualifications set out in the Companys Corporate Governance Guidelines, including, among others:
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the extent to which the candidates skills, experience, and perspective adds to the range of talent appropriate for the Board and whether such attributes are relevant to our industry;
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the candidates ability to dedicate the time and resources sufficient for the diligent performance of Board duties;
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whether the candidate meets the independence requirements under applicable Nasdaq Stock Market listing standards; and
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the extent to which the candidate holds any position that would conflict with responsibilities to the Company.
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The Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of
experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities.
The Nominating and Governance Committee
and the Board do not have a formal diversity policy. In identifying nominees for director, however, consideration is given to the diversity of professional experience, education and backgrounds among the directors so that a variety of points of view
are represented in Board discussions and deliberations concerning our business.
13
Stockholders may recommend candidates for the Nominating and Governance Committee to consider as
potential director nominees by submitting names, biographical information, and background materials to the Nominating and Governance Committee, c/o General Counsel, Lamar Advertising Company, 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808.
The Nominating and Governance Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis as further described in the Committees charter. See Board of
Directors and CommitteesCommittee Charters below. Assuming that appropriate biographical and background material is provided for candidates recommended by stockholders, the Nominating and Governance Committee will evaluate those
candidates by following substantially the same process, and applying substantially the same criteria used for candidates submitted by Board members. The Committee will also consider whether to nominate any person nominated by a stockholder in
accordance with the provisions of the Companys bylaws relating to stockholder nominations as described in Deadline for Stockholder Proposals and Director Nominations below. To date, no stockholder has recommended a candidate for
director nominee to the Nominating and Governance Committee or to the Board of Directors.
Committee Charters.
You may view
copies of the charters of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, as currently in effect, on the corporate governance section of our website, www.lamar.com.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Person Transactions
In June
2011, the Company entered into a service contract with Joule Energy LA, LLC (Joule), of which Ross L. Reilly is a member and owns a 26.66% interest. Joule provided services related to the Companys installation of solar arrays in
the State of Louisiana, which services were completed under the contract in 2012. In addition, from time to time beginning in 2012, Joule provides lighting installation services for certain of the Companys billboards in the State of Louisiana.
The total service fees paid to Joule for the year ended December 31, 2013, was approximately $1.5 million. Ross L. Reilly is the son of Kevin P. Reilly, Jr., our Chairman of the Board and President and nominee for director, and the nephew of
Sean Reilly, our Chief Executive Officer, and our directors and director nominees Wendell and Anna Reilly.
Policy on Related Person Transactions
Related persons include any of our directors or executive officers, certain of our stockholders and their immediate family members. A
conflict of interest may occur when an individuals private interest interferes, or appears to interfere, in any way with the interests of the Company. Our Code of Business Conduct and Ethics requires all directors, officers and employees to
disclose to management any situations that may be, or appear to be, a conflict of interest. Once management receives notice of a conflict of interest, they will review and investigate the relevant facts and will then generally consult with our
General Counsel and the Audit Committee as appropriate.
Under the Audit Committees charter, the Audit Committee is responsible for
reviewing and
pre-approving
any related party transactions. Copies of our Code of Business Conduct and Ethics and of our Audit Committee charter are available on our website at www.lamar.com.
14
In addition to the reporting requirements under the Code of Business Conduct and Ethics, each
year our directors and executive officers complete questionnaires identifying any transactions with us in which the executive officers or directors or any immediate family members have an interest. Any such transactions or other related party
transactions are reviewed and brought to the attention of the Audit Committee as appropriate.
Compensation Committee Interlocks and Insider
Participation
The Compensation Committee currently consists of Thomas V. Reifenheiser (Chair), John Maxwell Hamilton, and Stephen P.
Mumblow. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.
15
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
Our
Compensation Committee has responsibility for establishing, implementing and maintaining the compensation program for our executive officers. For the year ended December 31, 2013, our executive officers consisted of our Chairman of the Board
and President, Chief Executive Officer and Chief Financial Officer, which are also referred to herein as the named executive officers. This Compensation Discussion and Analysis sets forth the objectives and material elements of the
compensation paid to our named executive officers for fiscal 2013.
Executive Compensation Philosophy
The primary objective of our executive compensation program is to retain and reward executive officers who contribute to our long-term success.
We believe this requires a competitive compensation structure both as compared to similarly situated companies in the media industry and other companies that are our peers in terms of annual revenues. Additionally, we seek to align a significant
portion of executive officer compensation to the achievement of specified Company performance goals. Incentive cash bonuses are included to drive executive performance by having pay at risk so that a significant portion of potential cash
compensation is tied to goal achievement. We also include
performance-based
equity grants as a significant component of prospective executive compensation so that the value of a portion of executive
compensation is tied directly to the performance of our Class A Common Stock. In addition, the Compensation Committee instituted a discretionary bonus program in 2008. This program was adopted as an acknowledgement that compensation might be
warranted for reasons outside the scope of the performance metrics used in the Companys incentive programs.
Use of Compensation Consultants
and Peer Group Data
Our Compensation Committee did not consult with any compensation consultants in conjunction with its executive
officer compensation determinations for fiscal 2013. The Committee originally developed the basic framework for its executive compensation program in conjunction with a compensation consultant and has continued to use this framework for its
executive compensation determinations for fiscal 2013. The Committee did not set executive officer compensation to a specific percentile of the range of total compensation represented by a specified peer group when making its executive compensation
determinations for fiscal 2013.
Material Elements of Executive Officer Compensation
The key elements of compensation for our executive officers are: base salaries,
performance-based
cash
incentive awards,
performance-based
equity awards and discretionary cash bonus awards. Executives may also participate, on the same terms as all other employees, in a 401(k) retirement savings plan and health
and welfare benefits.
Base Salary
. We pay a base salary to each of our named executive officers. The objective of base salary is
to provide a fixed component of cash compensation to the executive that reflects the level of responsibility associated with the executives position and is competitive with the base compensation the executive could earn in a similar position
at comparable companies. Base salary for our named executive officers is reviewed annually in light of market compensation, tenure, individual performance, Company performance and other subjective considerations. Typically, our Chairman of the Board
and President makes recommendations to the Compensation Committee with regard to base salary for the executive officers that he believes are justified in light of these considerations.
16
In March 2013, the Compensation Committee reviewed current base salaries in conjunction with our
Chairman of the Board and President in the context of the Companys current performance and the overall economic environment. The Committee considered the Companys performance in 2012 and budget for 2013. In light of all factors, the
Committee determined to increase the base salary for Mr. Keith Istre, the Companys Chief Financial Officer, to $500,000 effective April 1, 2013, and that no increases to base salaries were warranted for the Chairman of the Board and
President and Chief Executive Officer. Accordingly, the Committee approved the base salaries for Mr. Kevin P. Reilly, Jr. and Mr. Sean E. Reilly at their current levels, which have remained unchanged since 2006 and 2012,
respectively.
Performance-Based
Incentive Compensation.
The Companys incentive
compensation program consists of two types of awards that are granted under the Companys 1996 Equity Incentive Plan, as amended: (i) a
performance-based
incentive cash bonus and (ii) a
performance-based
incentive equity award. This compensation program was designed by the Committee to link a significant portion of overall executive officer compensation to the achievement of enumerated performance
targets while maximizing the Companys ability to deduct named executive officer compensation for tax purposes under Section 162(m) of the Internal Revenue Code (the Code). By including a fixed share equity award as a
significant portion of executive compensation, the aggregate value of each executive officers compensation is dependent on the performance of the Companys Class A Common Stock.
Incentive Cash Bonus
. The Committee sets target amounts for incentive cash bonuses for each of the named executive officers with
corresponding performance goals. The Committee reviews those target amounts annually based the executives roles and responsibilities, the Companys performance, and the current economic environment. In light of changes to their roles and
responsibilities, the Committee determined to reduce the target incentive cash bonus of the Chairman of the Board and President from $400,000 in 2012 to $250,000 in 2013 and increase the target incentive cash bonus of the Chief Executive Officer
from $250,000 in 2012 to $400,000 in 2013. In line with its determination with respect to base salary of the Chief Financial Officer, Mr. Istres target cash amount for 2013 was increased from $250,000 to $300,000. The Committee then
approved the performance goals for 2013 pursuant to which any payout of incentive cash bonus awards would be based. The Committee also continued its practice of providing the possibility of higher payouts that provide incentives for superior
performance above the 100% targeted levels of achievement, which can result in an incentive cash bonus in an amount that is up to 200% of the target amount.
When setting the performance goals for the executive officers incentive cash bonuses for fiscal 2013, the Committee met with management
to review current operating budgets and financial projections along with any current initiatives that could impact the Companys anticipated 2013 results. The Committee determined that the Companys pro forma net revenue growth and pro
forma earnings before interest, taxes, depreciation and amortization and adjusted for gain or loss on disposition of assets and investments (referred to in this proxy statement as EBITDA) growth are the appropriate measures on which to
base incentive compensation as these measures are the primary measures used by both management and the investor community to evaluate the Companys performance. In light of the Companys consideration of an election to real estate
investment trust (REIT) status for tax purposes and related expenses, which were difficult to predict, operating budgets were prepared without consideration of potential REIT expenses and pro forma EBITDA was calculated exclusive of
REIT-related
costs.
The Committees goal when determining the specific performance thresholds is
to set target (100%) goal achievement at a challenging but achievable level based on the 2013 operating budget in order to provide appropriate incentives for management in the context of the current fiscal years projected results and
current business plan. To align the Companys performance and the level of award achievement, the Committee maintained the increased threshold established in 2011 for minimum achievement of both cash incentive and equity incentive awards, which
is 65% of the target amount. The 2013 performance goals for incentive cash bonuses were based on achievement of pro forma revenue growth and pro forma
17
EBITDA growth for fiscal 2013 over fiscal 2012 with 50% of the total bonus amount tied to each metric. Tables setting forth the actual performance thresholds for fiscal 2013 are set forth below
on pages 20 and 21.
In February 2014, the Committee reviewed the Companys 2013 performance. The Company continued to manage its
balance sheet in 2013 and redeemed $350,000,000 in aggregate principal amount of its 9 3/4% Senior Notes due 2014 despite revenue that was below budgeted amounts. The Company also completed an internal corporate restructuring at the end of 2013
related to its consideration of an election to be taxed as a REIT under the Code.
Following this review, the Committee certified that
(i) the Companys pro forma net revenue growth did not meet the 65% of the budget and, therefore, did not result in a cash incentive bonus for fiscal 2013 based on revenue, and (ii) the Companys pro forma EBITDA growth resulted
in attainment of 70% of each executive officers target cash incentive bonus for fiscal 2013 based on EBITDA. The total 2013 cash incentive bonus for each executive is set forth below and is reflected in the
Non-Equity
Incentive Plan Compensation column of the 2013 Summary Compensation Table on page 25 of this proxy statement.
Incentive Cash Bonus
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2013 Awards
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Portion (50%) Based
on Pro Forma Net
Revenue Growth ($)
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Portion (50%) Based
on Pro Forma
EBITDA Growth ($)
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Total ($)
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Kevin P. Reilly, Jr.
Chairman of the Board and President
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0
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87,500
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87,500
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Sean E. Reilly
Chief Executive Officer
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0
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140,000
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140,000
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Keith A. Istre
Chief Financial Officer and Treasurer
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0
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105,000
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105,000
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Incentive Equity Awards
. The Committee also determined the target amount of incentive equity awards for
each of the named executive officers at its March 2013 meeting. These target equity award amounts were set at 44,000 shares for both Kevin P. Reilly, Jr. and Sean E. Reilly, which are the same fixed share amounts used since 2006. The Committee
increased the target amount of incentive equity awards for Keith A. Istre from 26,000 shares to 34,000 shares. The Committee reaffirmed its belief that fixed shares amounts provided appropriate incentives and alignment with stockholders interests.
Under the terms of the Companys incentive equity award program, no shares of stock are issued unless and until the relevant
performance goals have been met and certified by the Compensation Committee. Any earned shares are issued as soon as practicable following such certification and are fully vested at the time of issuance. The Committee feels that the use of stock
awards as a part of its compensation program aligns executive compensation to the creation of stockholder value but not to such an extent that it would create incentives for executives to focus solely on short-term stock appreciation to the
exclusion of long-term strategy.
The pro forma revenue growth and pro forma EBITDA growth metrics for fiscal 2013 over fiscal 2012 used
in the context of the incentive cash awards were used to determine the achievement of incentive equity awards, except that the amounts were calculated after giving effect to the payment of executive officer cash incentive bonus awards and excluded
REIT-related
expenses in 2013. In addition, unlike incentive cash awards, there is no opportunity to achieve greater than 100% of the target equity awards. On that basis, (i) the Companys pro forma net
revenue growth did not result in an incentive
18
equity award for 2013 based on revenue and (ii) the Companys pro forma EBITDA growth resulted in attainment of 70% of each executive officers target incentive equity award for
2013 based on EBITDA. The total 2013 incentive equity awards earned by each executive is set forth below and reflected in the Stock Awards column of the 2013 Summary Compensation Table on page 25 of this proxy statement (see footnote 1 to the 2013
Summary Compensation Table, which describes the assumptions underlying the calculation of the aggregate grant date fair value of these awards).
Incentive Equity Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Awards
|
|
|
|
Portion (50%)
Based on Pro
Forma Net Revenue
Growth (#)
|
|
|
Portion (50%)
Based on
Pro Forma
EBITDA Growth (#)
|
|
|
Total Shares
Class A
Common Stock (#)
|
|
Kevin P. Reilly, Jr.
Chairman of the Board and President
|
|
|
0
|
|
|
|
15,400
|
|
|
|
15,400
|
|
Sean E. Reilly
Chief Executive Officer
|
|
|
0
|
|
|
|
15,400
|
|
|
|
15,400
|
|
Keith A. Istre
Chief Financial Officer and Treasurer
|
|
|
0
|
|
|
|
11,900
|
|
|
|
11,900
|
|
The tables that follow set forth the level of pro forma net revenue and pro forma EBITDA growth required for
fiscal 2013 over fiscal 2012 to achieve the stated percentage of target incentive awards for our named executive officers, as set by the Committee in March 2013. These goals relate to achievement of both incentive cash and incentive equity
awards, except that equity awards cannot exceed their target amount irrespective of goal achievement in excess of the 100% level.
19
2013 POTENTIAL INCENTIVE AWARDS
Pro Forma Net Revenue Growth
(1)
50%
|
|
|
|
|
Incentive Cash Bonus
|
|
Pro Forma
Net Revenue Growth
|
|
Percentage of Target
Bonus Earned
|
|
Less than 2.1%
|
|
|
0
|
%*
|
At least 2.1% but less than 2.2%
|
|
|
65
|
%
|
At least 2.2% but less than 2.4%
|
|
|
70
|
%
|
At least 2.4% but less than 2.6%
|
|
|
75
|
%
|
At least 2.6% but less than 2.7%
|
|
|
80
|
%
|
At least 2.7% but less than 2.9%
|
|
|
85
|
%
|
At least 2.9% but less than 3.0%
|
|
|
90
|
%
|
At least 3.0% but less than 3.2%
|
|
|
95
|
%
|
At least 3.2% but less than 4.0%
|
|
|
100
|
%
|
At least 4.0% but less than 4.5%
|
|
|
125
|
%
|
At least 4.5% but less than 5.0%
|
|
|
150
|
%
|
At least 5.0% but less than 5.5%
|
|
|
175
|
%
|
At least 5.5% or greater
|
|
|
200
|
%
|
|
|
|
|
|
Incentive Equity Award
|
|
Pro Forma
Net Revenue Growth
|
|
Percentage of Target
Bonus Earned
|
|
Less than 2.1%
|
|
|
0
|
%*
|
At least 2.1% but less than 2.2%
|
|
|
65
|
%
|
At least 2.2% but less than 2.4%
|
|
|
70
|
%
|
At least 2.4% but less than 2.6%
|
|
|
75
|
%
|
At least 2.6% but less than 2.7%
|
|
|
80
|
%
|
At least 2.7% but less than 2.9%
|
|
|
85
|
%
|
At least 2.9% but less than 3.0%
|
|
|
90
|
%
|
At least 3.0% but less than 3.2%
|
|
|
95
|
%
|
At least 3.2% or greater
|
|
|
100
|
%
|
*
|
Denotes goal achieved for 2013 as certified by the Compensation Committee.
|
(1)
|
Pro forma net revenue growth is based on the Companys net revenue growth in 2013 over 2012 based on actual 2013 net revenue versus 2012 net revenue, as adjusted to reflect acquisitions and divestitures for the
same time frame as actually owned in 2013.
|
20
2013 POTENTIAL INCENTIVE AWARDS
Pro Forma EBITDA Growth
(1)
50%
|
|
|
|
|
Incentive Cash Bonus
|
|
Pro Forma
EBITDA Growth
|
|
Percentage of Target
Bonus Earned
|
|
Less than 2.2%
|
|
|
0
|
%
|
At least 2.2% but less than 2.4%
|
|
|
65
|
%
|
At least 2.4% but less than 2.6%
|
|
|
70
|
%*
|
At least 2.6% but less than 2.7%
|
|
|
75
|
%
|
At least 2.7% but less than 2.9%
|
|
|
80
|
%
|
At least 2.9% but less than 3.1%
|
|
|
85
|
%
|
At least 3.1% but less than 3.2%
|
|
|
90
|
%
|
At least 3.2% but less than 3.4%
|
|
|
95
|
%
|
At least 3.4% but less than 5.0%
|
|
|
100
|
%
|
At least 5.0% but less than 5.5%
|
|
|
125
|
%
|
At least 5.5% but less than 6.0%
|
|
|
150
|
%
|
At least 6.0% but less than 6.5%
|
|
|
175
|
%
|
At least 6.5% or greater
|
|
|
200
|
%
|
|
|
|
|
|
Incentive Equity Award
|
|
Pro Forma
EBITDA Growth
|
|
Percentage of Target
Bonus Earned
|
|
Less than 2.2%
|
|
|
0
|
%
|
At least 2.2% but less than 2.4%
|
|
|
65
|
%
|
At least 2.4% but less than 2.6%
|
|
|
70
|
%*
|
At least 2.6% but less than 2.7%
|
|
|
75
|
%
|
At least 2.7% but less than 2.9%
|
|
|
80
|
%
|
At least 2.9% but less than 3.1%
|
|
|
85
|
%
|
At least 3.1% but less than 3.2%
|
|
|
90
|
%
|
At least 3.2% but less than 3.4%
|
|
|
95
|
%
|
At least 3.4% or greater
|
|
|
100
|
%
|
*
|
Denotes goal achieved for 2013 as certified by the Compensation Committee.
|
(1)
|
Pro forma EBITDA growth is calculated in the same manner as pro forma net revenue growth with adjustments being made in the 2012 period to reflect acquisitions and divestitures for the same time frame as actually owned
in 2013 and is also adjusted, solely with respect to calculation of incentive cash bonuses, to eliminate the expense in the period related to executive bonuses and excludes 2013
REIT-related
expenses.
|
21
2013 Option Grants.
In January 2013, the Committee approved option awards to certain
officers of the Company and the Companys
non-employee
directors. The Committee made the awards, upon the recommendation of management, to provide additional incentive compensation to employees and to
align their interests with those of stockholders over the long-term. Each of our named executive officers received an option to purchase 100,000 shares of the Companys Class A Common Stock as part of these awards. Each of these option
awards has a
ten-year
term and vested as to 20% of the shares underlying such award immediately and thereafter an additional 20% of the shares underlying such award vest on each yearly anniversary of the
January 24, 2013 grant date. Each of the option awards has an exercise price of $42.21 per share, the closing price of the Companys Class A Common Stock on the grant date.
Discretionary Bonus Awards.
In 2013, the Committee continued the discretionary bonus program initiated in 2008. This program was
adopted to provide for awards of discretionary cash compensation to reward, if applicable, individual performance or successful initiatives during the course of the fiscal year that may not otherwise be captured by the Companys incentive award
program. Payment under the discretionary bonus program is not contingent upon the failure to attain the performance goals under the incentive award program. Pursuant to this program, the Committee may grant a cash bonus to any executive officer in
an amount up to 50% of such executive officers 2013 base salary, in its sole discretion. Any such award is based upon the Committees evaluation of each executive officers respective 2013 performance.
In February 2014, the Committee reviewed the Companys performance against budget and determined that no discretionary bonuses would be
awarded to executives in respect of 2013 performance.
Consideration of Prior Stockholder Advisory Vote on Executive Compensation
At the Companys 2011 Annual Meeting of Stockholders, over 98% of shares present at the meeting for purposes of the proposal were voted to
approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for that meeting, thus ratifying our compensation philosophy and approach. Our Board of Directors, and the Committee in particular,
considered this overwhelming support, as well as our past operating performance, in making the determination that the fundamental characteristics of our executive compensation program approved in 2011 should remain intact for 2013. However, as our
Board of Directors determined that an advisory vote will be conducted on a triennial basis and because the Committee wishes continue to monitor stockholder feedback as it reviews and establishes future executive compensation plans and determines
awards for our named executive officers, an advisory stockholder vote on our fiscal 2013 compensation of named executive officers will be held at this years Annual Meeting. See Proposal No. 2: Advisory Vote on Executive
Compensation for more information.
Other Compensation Components
Perquisites.
We provide certain perquisites to our executive officers, including use of the Companys aircraft and a Company car.
Our executive officers are entitled to use our Company aircraft, including for personal travel. These perquisites provide flexibility to the executives and increase travel efficiencies, allowing more productive use of executive time. More detail on
these perquisites and other perquisites provided to our executive officers may be found below in the 2013 Summary Compensation Table.
Deferred Compensation.
The Company has a deferred compensation plan for certain officers. Under this plan, officers who meet certain
years of service and other criteria are eligible to receive Company contributions into their accounts in the Lamar Deferred Compensation Plan. Officers do not have the option of deferring any portion of their earned cash compensation through
additional voluntary contributions to the plan.
22
The deferred compensation plan is not funded by us, and participants have an unsecured
contractual commitment from us to pay the amounts due under the deferred compensation plan. When payments under the plan are due, the funds are distributed from our general assets. The Company does not offer preferential earnings on deferred
compensation. Deferred compensation is intended as a long-term savings vehicle for our officers in light of the fact that the Company does not offer any traditional pension or defined benefit plan. The Compensation Committee does not consider
deferred compensation accounts when setting executive pay levels, since this represents compensation that has previously been earned and individual accounts are a function of personal investment choices and market-based earnings.
Tax Implications
U.S. federal
income tax law (Section 162(m) of the Code) prohibits publicly-traded companies from taking a tax deduction for certain compensation paid in excess of $1,000,000 to the companys Chief Executive Officer and three other most highly compensated
executive officers (other than the Chief Financial Officer). However, the statute exempts qualifying performance-based compensation from the deduction limit provided certain requirements are met. The Companys policy is to design its incentive
compensation programs to qualify for full corporate deductibility to the extent feasible and consistent with the Companys overall compensation goals and objectives. However, the Committee may exercise its discretion to pay nondeductible
compensation if following the requirements of Section 162(m) of the Code would not be in the interests of stockholders.
Stock
options granted under an equity compensation plan are performance-based compensation if (a) stockholders approve a maximum aggregate per person limit on the number of shares that may be granted each year, (b) any stock options are granted
by a committee consisting solely of outside directors, and (c) the stock options have an exercise price that is not less than the fair value of common stock on the date of grant. In the case of performance-based incentive cash awards,
restricted stock, restricted stock units and unrestricted stock issuable upon achievement of performance goals, Section 162(m) requires that the general business criteria of any performance goals that are established by our Compensation
Committee be approved and periodically reapproved by stockholders (generally, every five years) in order for such awards to be considered performance-based and deductible by the employer. Generally, the performance goals must be established before
the beginning of the relevant performance period. Furthermore, satisfaction of any performance goals during the relevant performance period must be certified by the Compensation Committee. Our stockholders-approved 1996 Equity Incentive Plan, as
amended, meets the conditions necessary for deductibility of certain performance-based awards issued under the plan, and our Compensation Committee designed the 2013 incentive compensation program with the intention of satisfying Section 162(m)
with respect to stock options, incentive stock awards and incentive cash awards granted to covered employees.
Payments Upon Termination or
ChangeinControl
We do not have employment agreements or other agreements with any of our executive officers that
entitle them to payments upon termination or in the event of a
change-in-control.
23
Compensation Policies and Practices as they Relate to Risk Management
Our management has reviewed its compensation policies and practices in conjunction with our Compensation Committee to determine if these
policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Companys basic compensation structure, as described above, includes base salaries, incentive cash bonuses and, for officers of
the Company (including certain
non-executive
officers), incentive equity compensation that primarily consists of annual performance-based equity awards. In light of this review of the compensation structure
and its mix of both fixed and variable compensation, the Company concluded that there are no risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on the Company.
Compensation Committee Report
The
Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this proxy statement, for the year ended December 31, 2013, for filing with the Securities and Exchange Commission.
By the Compensation Committee,
Thomas V. Reifenheiser
(Chair)
John Maxwell Hamilton
Stephen P. Mumblow
24
2013 Summary Compensation Table
The following table sets forth certain compensation information for our named executive officers. The table reflects each officers
position as of December 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
(1)
|
|
|
Option
Awards
($)
(1)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
(2)
|
|
|
All Other
Compensation
($)
(3)(4)
|
|
|
Total
($)
|
|
Kevin P. Reilly, Jr.
Chairman of the Board and President
|
|
|
2013
|
|
|
|
700,000
|
|
|
|
|
|
|
|
2,299,000
|
(5)
|
|
|
2,071,560
|
|
|
|
87,500
|
|
|
|
229,422
|
|
|
|
5,387,482
|
|
|
|
2012
|
|
|
|
700,000
|
|
|
|
|
|
|
|
1,445,840
|
(6)
|
|
|
|
|
|
|
380,000
|
|
|
|
256,387
|
|
|
|
2,782,227
|
|
|
|
2011
|
|
|
|
700,000
|
|
|
|
130,000
|
|
|
|
1,408,000
|
(7)
|
|
|
|
|
|
|
130,000
|
|
|
|
148,268
|
|
|
|
2,516,768
|
|
Sean E. Reilly
Chief Executive Officer
|
|
|
2013
|
|
|
|
700,000
|
|
|
|
|
|
|
|
2,299,000
|
(5)
|
|
|
2,071,560
|
|
|
|
140,000
|
|
|
|
286,407
|
|
|
|
5,496,967
|
|
|
|
2012
|
|
|
|
650,000
|
|
|
|
100,000
|
|
|
|
1,445,840
|
(6)
|
|
|
|
|
|
|
237,500
|
|
|
|
239,951
|
|
|
|
2,673,291
|
|
|
|
2011
|
|
|
|
500,000
|
|
|
|
81,250
|
|
|
|
1,408,000
|
(7)
|
|
|
|
|
|
|
81,250
|
|
|
|
139,043
|
|
|
|
2,209,543
|
|
Keith A. Istre
Chief Financial Officer and Treasurer
|
|
|
2013
|
|
|
|
487,500
|
|
|
|
|
|
|
|
1,776,500
|
(5)
|
|
|
2,071,560
|
|
|
|
105,000
|
|
|
|
52,500
|
|
|
|
4,493,060
|
|
|
|
2012
|
|
|
|
450,000
|
|
|
|
100,000
|
|
|
|
854,360
|
(6)
|
|
|
|
|
|
|
237,500
|
|
|
|
52,500
|
|
|
|
1,694,360
|
|
|
|
2011
|
|
|
|
450,000
|
|
|
|
81,250
|
|
|
|
832,000
|
(7)
|
|
|
|
|
|
|
81,250
|
|
|
|
52,500
|
|
|
|
1,497,000
|
|
(1)
|
Reflects the aggregate grant date fair value recognized for financial statement reporting purposes in accordance with ASC Topic 718. With respect to stock awards, the grant date fair value is calculated assuming the
probable outcome of achievement, which on the grant date was expected to be 100% of the target equity incentive award amount, rather than the value of the actual award earned on the date when issued to the officer. For the assumptions underlying the
valuation of these awards see Note 14 to the Consolidated Financial Statements included in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2013, filed with the SEC on
February 27, 2014.
|
(2)
|
Amounts shown in the Non-Equity Incentive Plan Compensation column reflect the incentive cash awards granted at the beginning of each year, earned based on performance during that fiscal year and paid in the
following fiscal year. The 2013 awards are described in further detail under the headings Performance-Based Incentive Compensation and Incentive Cash Bonus in the Compensation Discussion and Analysis and are also
reflected in the table Grants of
Plan-Based
Awards in Fiscal Year 2013 under the column Estimated Future Payouts Under Non-Equity Incentive Plan Awards.
|
(3)
|
Includes $146,921, $121,347 and $61,773 for Mr. Kevin P. Reilly, Jr. and $222,452, $130,125 and $74,415 for Mr. Sean E. Reilly for the personal use of Company aircraft in 2013, 2012 and 2011,
respectively, as further described below. The amounts included in the All Other Compensation column also include the following perquisites provided to our named executive officers (except as otherwise indicated), which are valued at the
Companys incremental cost, none of which individually exceeded $25,000: (a) personal use of a Company car,
(b) Company-paid
health insurance premiums and medical reimbursements, and
(c) Company-paid premiums for term life insurance for Mr. Kevin P. Reilly, Jr. Executives also have access to a country club at which the Company has a membership, but each executive pays all fees related to such personal use,
resulting in no additional incremental cost to the Company.
|
The Companys incremental cost for personal use of the
corporate aircraft is based on the incremental cost to the Company calculated based on the variable costs, related to the number of flight hours used, including fuel costs, landing/ramp fees,
trip-related
maintenance, crew travel expenses, supplies and catering, aircraft accrual expenses per hour of flight, any customs and foreign permit or similar fees. Our fixed costs that do not change based on usage, such as pilot salaries and the cost of
maintenance not related to trips are excluded. The incremental cost to the Company for personal use of a Company car is calculated as a portion of the annual lease, mileage and fuel attributable to the personal use.
(4)
|
Also includes employer contributions under the Companys deferred compensation plan of $50,000 for each of Mr. Kevin P. Reilly, Jr., Mr. Sean E. Reilly and Mr. Istre for 2013; and $57,500 for
Mr. Kevin P. Reilly, Jr. and $50,000 for each of Mr. Sean E. Reilly and Mr. Istre in each of 2012 and 2011.
|
(5)
|
The ASC Topic 718 value of the shares actually earned based on achievement of performance goals for fiscal 2013, which awards were certified as earned by the Compensation Committee and issued on February 24, 2014,
was $804,650 for each of Mr. Kevin P. Reilly, Jr. and Mr. Sean E. Reilly and $621,775 for Mr. Istre.
|
25
(6)
|
The ASC Topic 718 value of the shares actually earned based on achievement of performance goals for fiscal 2012, which awards were certified as earned by the Compensation Committee and issued on February 25, 2013,
was $1,373,548 for each of Mr. Kevin P. Reilly, Jr. and Mr. Sean E. Reilly and $811,642 for Mr. Istre.
|
(7)
|
Award was certified as earned by the Compensation Committee and issued on February 20, 2012.
|
Grants of Plan-Based Awards in Fiscal Year 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant
Date
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
(1)
|
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
(2)
|
|
|
Grant Date
Fair Value of
Stock and
Option
Awards ($)
(3)
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
Kevin P. Reilly, Jr.
|
|
|
3/20/2013
|
|
|
|
162,500
|
|
|
|
250,000
|
|
|
|
500,000
|
|
|
|
28,600
|
|
|
|
44,000
|
|
|
|
44,000
|
|
|
|
2,299,000
|
|
Sean E. Reilly
|
|
|
3/20/2013
|
|
|
|
260,000
|
|
|
|
400,000
|
|
|
|
800,000
|
|
|
|
28,600
|
|
|
|
44,000
|
|
|
|
44,000
|
|
|
|
2,299,000
|
|
Keith A. Istre
|
|
|
3/20/2013
|
|
|
|
195,000
|
|
|
|
300,000
|
|
|
|
600,000
|
|
|
|
22,100
|
|
|
|
34,000
|
|
|
|
34,000
|
|
|
|
1,776,500
|
|
(1)
|
Represents the possible cash bonus granted under our 1996 Equity Incentive Plan that could be earned by achieving defined performance goals. Threshold amount assumes minimum attainment of both EBITDA and revenue levels
to receive payment.
|
(2)
|
These awards constitute possible shares of our Class A Common Stock issuable upon achievement of defined performance goals under our 1996 Equity Incentive Plan. Threshold amount assumes minimum attainment of both
EBITDA and revenue levels to receive payment.
|
(3)
|
Reflects the aggregate grant date fair value in accordance with ASC Topic 718 assuming the probable outcome of achievement, which on the grant date was expected to be 100% of the target equity incentive award amount,
rather than the value of the actual award earned on the date when issued to the officer. For the assumptions underlying the valuation of these awards see Note 14 to the Consolidated Financial Statements included in our Annual Report on Form 10 K for
the fiscal year ended December 31, 2013, filed with the SEC on February 27, 2014.
|
Outstanding Equity Awards at
Fiscal Year-End 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Name
|
|
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
|
|
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
|
|
Option
Exercise Price
($)
|
|
|
Option
Expiration
Date
|
|
Kevin P. Reilly, Jr.
|
|
|
20,000
82,222
100,000
|
(1)
(2)
(3)
|
|
|
80,000
0
0
|
(1)
|
|
|
42.21
15.67
18.25
|
|
|
|
1/24/2023
7/2/2019
5/28/2019
|
|
Sean E. Reilly
|
|
|
20,000
16,444
100,000
|
(1)
(2)
(3)
|
|
|
80,000
0
0
|
(1)
|
|
|
42.21
15.67
18.25
|
|
|
|
1/24/2023
7/2/2019
5/28/2019
|
|
Keith A. Istre
|
|
|
20,000
4,665
57,731
|
(1)
(2)
(3)
|
|
|
80,000
0
0
|
(1)
|
|
|
42.21
15.67
18.25
|
|
|
|
1/24/2023
7/2/2019
5/28/2019
|
|
(1)
|
Granted on January 24, 2013. 20% of the award vested immediately upon grant, and an additional 20% vests on the next four anniversaries of the grant date.
|
(2)
|
Granted on July 2, 2009. 20% of the award vested immediately upon grant, and an additional 20% vests on the next four anniversaries of the grant date.
|
(3)
|
Granted on May 28, 2009. 20% of the award vested immediately upon grant, and an additional 20% vests on the next four anniversaries of the grant date.
|
26
Option Exercises and Stock Vested in Fiscal Year 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
|
Value Realized on
Exercise ($)
(1)
|
|
|
Number of Shares
Acquired on
Vesting (#)
|
|
|
Value Realized
on Vesting ($)
|
|
Kevin P. Reilly, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sean E. Reilly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith A. Istre
|
|
|
50,000
|
|
|
|
1,486,000
|
|
|
|
|
|
|
|
|
|
(1)
|
Calculated as the product of (a) the number of shares of Class A Common Stock for which the stock options were exercised and (b) the excess of the closing price of our Class A Common Stock on the
NASDAQ Global Select Market on the date of the exercise over the applicable exercise price per share of the stock options.
|
Non-Qualified Deferred Compensation for Fiscal Year 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Registrant Contributions
in Last FY ($)
(1)
|
|
|
Aggregate Earnings
in Last FY ($)
(2)
|
|
|
Aggregate Balance at
Last FYE ($)
(3)
|
|
Kevin P. Reilly, Jr.
|
|
|
50,000
|
|
|
|
791,967
|
|
|
|
4,478,019
|
|
Sean E. Reilly
|
|
|
50,000
|
|
|
|
169,304
|
|
|
|
907,510
|
|
Keith A. Istre
|
|
|
50,000
|
|
|
|
30,120
|
|
|
|
687,560
|
|
(1)
|
Amounts in this column are included in the All Other Compensation column in the 2013 Summary Compensation Table.
|
(2)
|
Amounts in this column are not included in the 2013 Summary Compensation Table because they were not preferential or above market.
|
(3)
|
This column includes amounts in each named executive officers total deferred compensation account as of the last day of fiscal 2013, which includes (i) the following total contributions reported in each of
the Companys previous proxies: Mr. Kevin P. Reilly, Jr., $811,500 Mr. Sean E. Reilly, $515,000; and Mr. Keith A. Istre, $461,500; and (ii) aggregate earnings on all previously contributed amounts. This column does
not include contributions for each officer for the 2013 FY, which were made in January 2014 and reported in the first column.
|
The Company sponsors a deferred compensation plan for the benefit of certain of its board-elected officers who meet specific age, years of
service and other criteria. Officers that have attained the age of 30, have a minimum of 10 years of service and satisfy additional eligibility guidelines are eligible for annual Company contributions to the plan, depending on the employees
length of service. The Companys contributions to the plan are maintained in a rabbi trust. Upon termination, death or disability, participating employees are eligible to receive an amount equal to the fair market value of the assets in the
employees deferred compensation account either in a lump sum distribution or in twenty percent installments over a five-year period.
27
Director Compensation in Fiscal Year 2013
The following table sets forth a summary of the compensation we paid to our non-employee directors during 2013. Mr. Kevin P. Reilly,
Jr. receives no additional compensation for Board service.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or Paid
in Cash ($)
|
|
|
Stock Awards ($)
(1)
|
|
|
Total ($)
|
|
John Maxwell Hamilton
(2)
|
|
|
52,500
|
|
|
|
34,997
|
|
|
|
87,497
|
|
John E. Koerner, III
(3)
|
|
|
58,500
|
|
|
|
49,961
|
|
|
|
108,461
|
|
Stephen P. Mumblow
(4)
|
|
|
72,000
|
|
|
|
54,982
|
|
|
|
126,982
|
|
Thomas V. Reifenheiser
(5)
|
|
|
67,500
|
|
|
|
49,961
|
|
|
|
117,461
|
|
Anna Reilly
(6)
|
|
|
42,000
|
|
|
|
29,977
|
|
|
|
71,977
|
|
Wendell Reilly
(7)
|
|
|
42,000
|
|
|
|
29,977
|
|
|
|
71,977
|
|
(1)
|
Reflects the aggregate grant date fair value recognized for financial statement reporting purposes for fiscal year 2013 in accordance with ASC Topic 718 that relates to the value of the shares awarded upon each
directors election in 2013. For the assumptions underlying the valuation of these awards see Note 14 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed
with the SEC on February 27, 2014.
|
(2)
|
As of December 31, 2013, Mr. Hamilton held options to purchase 28,000 shares of the Companys Class A Common Stock.
|
(3)
|
As of December 31, 2013, Mr. Koerner held options to purchase 20,000 shares of the Companys Class A Common Stock.
|
(4)
|
As of December 31, 2013, Mr. Mumblow held options to purchase 38,000 shares of the Companys Class A Common Stock.
|
(5)
|
As of December 31, 2013, Mr. Reifenheiser held options to purchase 23,200 shares of the Companys Class A Common Stock.
|
(6)
|
As of December 31, 2013, Ms. Reilly held options to purchase 20,000 shares of the Companys Class A Common Stock.
|
(7)
|
As of December 31, 2013, Mr. Wendell Reilly held options to purchase 20,000 shares of the Companys Class A Common Stock.
|
For 2013, we paid our non-employee directors an annual fee of $42,000, paid monthly. We also reimburse non-employee directors for travel
expenses incurred to attend board and committee meetings and expenses incurred to perform other, related responsibilities.
For 2013, we
also paid each member of a committee of the Board of Directors a fee of $1,500 for each meeting attended. The Chairman of the Audit Committee received an additional annual fee of $12,000 and the Chairman of the Compensation and the Nominating and
Governance Committees each received an additional fee of $6,000. These fees are paid on a quarterly basis. In addition, each of our
non-employee
directors received an option to purchase 10,000 shares of the
Companys Class A Common Stock in January 2013 in connection with a grant to certain officers of the Company. Each of these option awards has a ten year term and vested as to 20% of the shares underlying such award immediately and
thereafter an additional 20% of the shares underlying such award vest on each yearly anniversary of the January 24, 2013 grant date. Each of the option awards has an exercise price of $42.21 per share, the closing price of the Companys
Class A Common Stock on the grant date.
Each non-employee director automatically receives upon his election or re-election at an
annual meeting of stockholders a restricted stock award in shares of the Companys Class A Common Stock with a fair market value as set forth below (rounded down to the nearest whole share), which fair market value is determined based upon
the closing price of the Class A Common Stock on the date of such election,
28
50% of which is fully vested on the grant date and 50% of which vests on the last day of such directors one-year term (the business day prior to the Companys next annual meeting of
stockholders) with
pro-rated
grants upon an election other than at an annual meeting of stockholders whether by action of the Board or the stockholders to fill a vacancy or otherwise.
|
|
|
|
|
Non-Employee Director
|
|
Fair Market Value of
Restricted Stock Grant
|
|
Non-Committee Members
|
|
$
|
30,000
|
|
Committee Members (not Chair)
|
|
$
|
35,000
|
|
Chair of Compensation Committee
|
|
$
|
50,000
|
|
Chair of Nominating and Governance Committee
|
|
$
|
50,000
|
|
Chair of Audit Committee
|
|
$
|
55,000
|
|
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2013, with respect to shares of our Class A Common Stock that may be
issued under our existing compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
(a) Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
|
|
|
(b) Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
|
(c) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding
securities
reflected in column (a))
|
|
Equity compensation plans approved by security holders
(1)
|
|
|
3,360,248
|
(2)
|
|
$
|
32.88
|
(3)
|
|
|
3,125,457
|
(4)(5)
|
Equity compensation plans not approved by security holders
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
Total
|
|
|
3,360,248
|
|
|
$
|
32.88
|
|
|
|
3,125,457
|
|
(1)
|
Consists of the 1996 Equity Incentive Plan and 2009 Employee Stock Purchase Plan.
|
(2)
|
Includes shares issuable upon achievement of outstanding
performance-based
awards under our 1996 Equity Incentive Plan. Does not include purchase rights accruing under the 2009
Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.
|
(3)
|
Does not take into account shares issuable upon achievement of outstanding
performance-based
awards, which will be issued for no consideration.
|
(4)
|
Includes shares available for future issuance under the 2009 Employee Stock Purchase Plan. Under the evergreen formula of this plan, on the first day of each fiscal year beginning with 2010, the aggregate number of
shares that may be purchased through the exercise of rights granted under the plan is increased by the lesser of (a) 500,000 shares, (b) one-tenth of one percent of the total number of shares of Class A Common Stock outstanding on the
last day of the preceding fiscal year, and (c) a lesser amount determined by the board of directors. On January 1, 2014, 80,209 shares of Class A Common Stock were added to the 2009 Employee Stock Purchase Plan pursuant to the
evergreen formula.
|
(5)
|
In addition to stock option awards, the 1996 Equity Incentive Plan, as currently in effect, provides for the issuance of restricted stock, unrestricted stock and stock appreciation rights.
|
29
AUDIT COMMITTEE REPORT
The following is the report of the Audit Committee with respect to the Companys audited financial statements for the year ended
December 31, 2013.
The purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee the
Companys accounting and financial reporting, internal controls, and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the committee. The Audit Committee is comprised entirely of independent
directors as defined by applicable Nasdaq Stock Market listing standards.
Management is responsible for our internal controls and the
financial reporting process. The Companys independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements and internal control over financial reporting in accordance
with the standards established by the Public Company Accounting and Oversight Board (United States) and issuing a report thereon. The Committees responsibility is to monitor these processes. The Audit Committee has reviewed and discussed the
consolidated financial statements with management and KPMG LLP, our independent registered public accounting firm.
In the course of its
oversight of the Companys financial reporting process, the Audit Committee of the Board of Directors has:
|
|
|
reviewed and discussed with management the Companys audited financial statements for the fiscal year ended December 31, 2013;
|
|
|
|
discussed with KPMG LLP, the Companys independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 16;
|
|
|
|
reviewed and discussed with management and KPMG LLP the Companys report on internal controls over financial reporting and the adequacy and effectiveness of the Companys disclosure controls and procedures;
|
|
|
|
received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMGs communications with the Audit Committee concerning
independence;
|
|
|
|
discussed with KPMG LLP its independence; and
|
|
|
|
considered whether the provision of non-audit services by KPMG LLP is compatible with maintaining its independence.
|
Based on the foregoing review and discussions, the Committee recommended to the Board of Directors that the audited financial statements be
included in the Companys annual report on Form 10-K for the year ended December 31, 2013, for filing with the SEC.
By the Audit Committee,
Stephen P. Mumblow
(Chair)
John E. Koerner, III
Thomas V. Reifenheiser
30
PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Company is seeking the approval of its stockholders of an advisory resolution regarding the compensation of our named executive officers,
as disclosed in this proxy statement under the section titled Executive Officer and Director Compensation. While this stockholder vote on executive compensation is only an advisory vote that is not binding on the Company or the Board of
Directors, the Company values the opinions of its stockholders and will consider the outcome of the vote when making future compensation decisions.
As described more fully in the Compensation Discussion and Analysis section, the primary objective of our executive compensation program is to
attract, retain and reward executive officers who contribute to our long-term success. We believe this requires a competitive compensation structure both as compared to similarly situated companies in the media industry and other companies that are
our peers in terms of annual revenues. Additionally, we seek to align a significant portion of executive officer compensation to the achievement of specified Company performance goals. Incentive cash bonuses are included to drive executive
performance by having pay at risk so that a significant portion of potential cash compensation is tied to goal achievement. We also include performance-based equity grants as a significant component of prospective executive compensation so that the
value of a portion of executive compensation is tied directly to the performance of our Class A Common Stock.
We urge stockholders
to read the Compensation Discussion and Analysis section above, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary
Compensation Table and the related compensation tables and narrative above which provide detailed information on the compensation of our named executive officers.
In light of the above, the Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the
Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has supported and contributed to the Companys success.
Principal Effects of Approval or Non-Approval of the Proposal
The approval of the compensation of the named executive officers, commonly known as a
say-on-pay
resolution, is non-binding on the Board of Directors. As stated above, although the vote is non-binding, the Board and the Compensation Committee will review and consider the voting
results when making future decisions regarding our executive compensation program.
Required Vote
The non-binding approval of the compensation of the named executive officers by the stockholders requires the approval of a majority of the
votes cast by the stockholders entitled to vote on this proposal at the meeting. Abstentions, broker non-votes, and votes withheld will not be treated as votes cast for this purpose and will not affect the outcome of the election. Proxies solicited
by the Board will be voted to approve the compensation of the named executive officers unless a stockholder has indicated otherwise in the proxy.
The Board of Directors recommends a vote FOR the non-binding, advisory proposal to approve the
executive compensation of our named executive officers, as disclosed in this proxy statement.
31
PROPOSAL NO. 3: RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM
The firm of KPMG LLP, an independent registered public accounting firm, has audited our financial statements for each
of the years ending December 31, 2013, 2012 and 2011. Our Audit Committee has appointed them to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2014. Representatives of KPMG LLP are
expected to attend the Annual Meeting to respond to appropriate questions. Representatives of KPMG LLP will also have the opportunity to make a statement, if they desire.
Detailed disclosure of the audit and tax fees we paid to KPMG LLP in 2013 and 2012 is set forth below. Based on these disclosures and
information in the Audit Committee Report on page 30 of this proxy statement, our Audit Committee is satisfied that our accountants are sufficiently independent of management to perform their duties properly.
Although not legally required to do so, our Board considers it desirable to seek, and recommends, stockholder ratification of our selection of
KPMG LLP as our independent registered public accounting firm for fiscal 2014. If the stockholders fail to ratify our selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit
Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its
stockholders.
Audit Fees and Services
The fees for services provided by KPMG LLP to the Company in 2013 and 2012 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
Audit Fees
(1)
|
|
$
|
1,360,141
|
|
|
$
|
1,349,100
|
|
Audit-Related Fees
(2)
|
|
|
20,000
|
|
|
|
19,000
|
|
Tax Fees
(3)
|
|
|
754,690
|
|
|
|
286,319
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,134,831
|
|
|
$
|
1,654,419
|
|
(1)
|
Audit Fees for the years ended December 31, 2013 and 2012 were for professional services rendered for the audits of our consolidated financial statements and review of financial statements included in our quarterly
and annual financial statements and subsidiary audits. Audit Fees for the years ended December 31, 2013 and 2012 also include costs associated with KPMG LLPs audit of our internal control over financial reporting.
|
(2)
|
Audit related fees consist of professional services rendered for the audit of our employee benefit plan.
|
(3)
|
Tax Fees as of the years ended December 31, 2013 and 2012, respectively, consist of tax compliance fees of $58,315 and $39,027 and tax planning fees of $696,375 and $247,292. Tax fees as of the year ended
December 31, 2013 include fees relating to our potential conversion to a REIT in 2014.
|
The Audit Committee has adopted policies and
procedures that require pre-approval of all audit and permitted non-audit services to be provided by KPMG. All fees in the table above were approved in accordance with the policies and procedures established by the Audit Committee.
32
Required Vote
The ratification of KPMG LLP as our independent public accounting firm will require a majority of the votes cast by the stockholders entitled
to vote on this proposal at the meeting. Abstentions, broker non-votes, and votes withheld will not be treated as votes cast for this purpose and will not affect the outcome of the election.
The Board of Directors recommends a vote FOR the ratification of KPMG.
33
ADDITIONAL INFORMATION
Other Matters
The Board of Directors is
unaware of any business to be conducted at the Annual Meeting of Stockholders other than the matters described in the Notice to Stockholders. If other business is properly presented for consideration at the Annual Meeting, the enclosed proxy
authorizes the persons named therein to vote the shares in their discretion on that matter.
Communications from Stockholders
The Board will give appropriate attention to written communications submitted by stockholders, and will respond if and as appropriate. Absent
unusual circumstances or as contemplated by committee charters, the Chair of the Audit Committee will, with the assistance of our General Counsel, (i) be primarily responsible for monitoring communications from stockholders and
(ii) provide copies or summaries of such communications to the other directors as he considers appropriate. Communications specifically addressed to a particular director will be forwarded to that director.
Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Chair of
the Audit Committee considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to personal grievances
and matters as to which we tend to receive repetitive or duplicative communications.
Stockholders who wish to send communications on any
topic to the Board should address such communications to the Chair of the Audit Committee, c/o General Counsel, Lamar Advertising Company, 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808.
Deadline for Stockholder Proposals and Director Nominations
In order for a stockholder proposal to be considered for inclusion in our proxy materials for the 2015 Annual Meeting of Stockholders, we must
receive it no later than December 26, 2014 (120 days before the anniversary of the mailing date of this proxy statement), at the following address: 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808, Attention: Secretary.
In addition, our bylaws require a stockholder who wishes to bring business before an annual meeting or propose director nominations at an
annual meeting to give advance written notice to the Secretary as described in the bylaws. To be timely for the 2015 Annual Meeting of Stockholders, proposals must be received by no later than the close of business on March 7, 2015 (assuming
that our 2015 Annual Meeting is held not more than 30 days before or after May 21, 2015, the anniversary date of this years Annual Meeting).
Expenses of Solicitation
We will bear
the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and others of forwarding solicitation material to beneficial owners of common stock. In addition to the use of mails, proxies may be solicited by our
officers and any regular employees in person or by telephone. We expect that the costs incurred in the solicitation of proxies will be nominal.
April 25, 2014
34
PROXY FOR CLASS A COMMON STOCK
THE BOARD OF DIRECTORS IS SOLICITING THIS PROXY
IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS OF
LAMAR
ADVERTISING COMPANY
MAY 21, 2014
Each undersigned stockholder of Lamar Advertising Company (the Company) hereby appoints Kevin P. Reilly, Jr., Sean E. Reilly and Keith A. Istre, and each of them acting singly, with full power
of substitution, as Proxies to vote on behalf of the undersigned all shares of Class A Common Stock of the Company that the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held on May 21, 2014,
and at all adjournments of the Annual Meeting. The undersigned hereby revokes any proxy previously given with respect to such shares.
This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder(s). If no specifications are made, the Proxies named above will vote the shares in accordance
with the recommendations of the Board of Directors, which are set forth on the reverse side of this Proxy Card. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING.
(Continued and to be signed on reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
LAMAR ADVERTISING COMPANY
MAY 21, 2014
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 21, 2014
- The proxy statement and annual report to security holders are available at www.proxydocs.com/lamr.
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTORS IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
x
|
1.
|
Election of directors:
|
|
|
|
|
|
Nominees to Withhold Vote For:
|
¨
FOR ALL NOMINEES
¨
WITHHOLD AUTHORITY FOR ALL
NOMINEES
¨
FOR ALL EXCEPT
(See instructions below)
|
|
¨
John Maxwell Hamilton
|
|
¨
John E. Koerner, III
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Stephen P. Mumblow
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Thomas V. Reifenheiser
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Anna Reilly
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Kevin P. Reilly, Jr.
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Wendell Reilly
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INSTRUCTIONS
: To withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT
and fill in the box next to each nominee you wish to withhold, as shown here:
x
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2.
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Approval, on an advisory and non-binding basis, of the compensation paid to the Companys named executive officers:
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FOR
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¨
AGAINST
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ABSTAIN
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3.
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Ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2014 fiscal year:
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¨
FOR
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¨
AGAINST
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¨
ABSTAIN
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To change the address on your account, please check the box at right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
¨
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Signature of Stockholder:
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Date:
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Signature of Stockholder:
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Date:
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Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If signer
is a partnership, please sign in partnership name by authorized person.
PROXY FOR CLASS B COMMON STOCK AND PREFERRED STOCK
THE BOARD OF DIRECTORS IS SOLICITING THIS PROXY
IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS OF
LAMAR
ADVERTISING COMPANY
MAY 21, 2014
Each undersigned stockholder of Lamar Advertising Company (the Company) hereby appoints Kevin P. Reilly, Jr., Sean E. Reilly and Keith A. Istre, and each of them acting singly, with full power
of substitution, as Proxies to vote on behalf of the undersigned all shares of Class B Common Stock and Series AA Preferred Stock of the Company that the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held
on May 21, 2014, and at all adjournments of the Annual Meeting. The undersigned hereby revokes any proxy previously given with respect to such shares.
This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder(s). If no specifications are made, the Proxies named above will vote the shares in accordance
with the recommendations of the Board of Directors, which are set forth on the following page of this Proxy Card. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING.
(Continued and to be signed on following pages)
ANNUAL MEETING OF STOCKHOLDERS OF
LAMAR ADVERTISING COMPANY
MAY 21, 2014
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 21, 2014
- The proxy statement and annual report to security holders are available at www.proxydocs.com/lamr.
Please sign, date and return this proxy card to the Company as soon as possible.
THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTORS IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE:
x
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1.
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Election of directors:
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Nominees to Withhold Vote For:
|
¨
FOR ALL NOMINEES
¨
WITHHOLD AUTHORITY FOR ALL
NOMINEES
¨
FOR ALL EXCEPT
(See instructions below)
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¨
John Maxwell Hamilton
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¨
John E. Koerner, III
|
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¨
Stephen P. Mumblow
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¨
Thomas V. Reifenheiser
|
|
¨
Anna Reilly
|
|
¨
Kevin P. Reilly, Jr.
|
|
¨
Wendell Reilly
|
INSTRUCTIONS
: To withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT
and fill in the box next to each nominee you wish to withhold, as shown here:
x
|
2.
|
Approval, on an advisory and non-binding basis, of the compensation paid to the Companys named executive officers:
|
|
¨
FOR
|
|
¨
AGAINST
|
|
¨
ABSTAIN
|
|
3.
|
Ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2014 fiscal year:
|
|
¨
FOR
|
|
¨
AGAINST
|
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¨
ABSTAIN
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Signature of Stockholder:
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Date:
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Signature of Stockholder:
|
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Date:
|
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Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If signer
is a partnership, please sign in partnership name by authorized person.
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